UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 10, 2025, the stockholders of Gouverneur Bancorp, Inc. (the “Company”) approved the Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan (the “Plan”). A description of the material terms of the Plan is included in the definitive proxy statement for the Company’s 2025 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on January 2, 2025. A copy of the Plan is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of the stockholders of the Company was held on February 10, 2025. The final results of the vote for each of the matters submitted to a vote of stockholders at the annual meeting are as follows:
1. | The following individuals were elected as directors, each for a three-year term or until their successors are duly elected and qualified, by the following vote: |
FOR | WITHHELD | ||||
Robert W. Barlow | 518,555 | 341,761 | |||
David C. McClure | 595,664 | 264,652 | |||
Amy M. Rapholz | 516,241 | 344,075 |
There were 78,362 broker non-votes on the proposal.
2. | The Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan was approved by stockholders by the following vote: |
FOR | AGAINST | ABSTAIN | |||
450,606 | 408,405 | 1,305 |
There were 78,362 broker non-votes on the proposal.
3. | The appointment of Bonadio & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 was ratified by stockholders by the following vote: |
FOR | AGAINST | ABSTAIN | |||
820,886 | 115,690 | 2,102 |
There were no broker non-votes on the proposal.
Item 9.01 | Financial Statements and Other Exhibits. |
(d) | Exhibits |
Number | Description | |
10.1 | Gouverneur Bancorp, Inc. 2025 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on January 2, 2025 (File No. 000-56605)) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
GOUVERNEUR BANCORP, INC. | ||
Date: February 12, 2025 | By: | /s/ Robert W. Barlow |
Robert W. Barlow | ||
President and Chief Executive Officer |